UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 14, 2005
TASER International, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16391
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86-0741227 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
17800 North 85th Street
Scottsdale, Arizona 85255
(Address of principal executive offices, including zip code)
(480) 991-0791
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On November 14, 2005, TASER International, Inc. (the “Company”) concluded that its financial
statements at March 31, 2005 and June 30, 2005 and for the periods then ended, included in its Form
10-Qs for the periods ended March 31, 2005 and June 30, 2005, respectively, should no longer be
relied upon due to an error in those financial statements which resulted from the incorrect accrual
of legal and other professional fees for those periods. Beginning in the first quarter of 2005,
the Company experienced a significant increase in outside legal and other professional expenses.
The Company recently determined that its internal controls surrounding the recording of legal and
professional fees in the appropriate accounting period were not operating effectively. Certain of
the invoices relating to the work performed were not received by the Company’s accounting
department until after the Company had closed its books and reported its financial results for such
periods due to delays on the part of third parties in delivering or communicating such invoices to
the Company. As a result, certain invoices were recorded in the
incorrect period. Correction of
these errors will result in shifting of expenses among the first three quarters of 2005 with
expenses expected to increase in the first quarter of 2005 and decrease in the second quarter of
2005 from the figures included in the previously filed Form 10-Qs. There will be a corresponding
decrease/increase in net income for the first and second quarters resulting from the change in
expenses. The restatement will have no impact on revenues for the periods.
The Company also expects that the restatement will have the effect of decreasing its legal and
professional fees for the third quarter of 2005. Total sales, general and administration expenses
for the third quarter of 2005 are expected to decrease from the $7.0 million previously reported by
the Company on October 26, 2005 to approximately $6.9 million. The year to date 2005 sales,
general and administration expenses are expected to decrease from the $19.8 million previously
reported on October 26, 2005 to approximately $19.7 million. The Company’s net income for the
third quarter of 2005 is expected to increase by approximately $60,000 from the number previously
reported on October 26, 2005 to approximately $0.3 million. Net income for year to date 2005 is
expected to increase from the $0.9 million previously reported on October 26, 2005 to approximately
$1.0 million.
The Company is completing its analysis of the impact of this adjustment and amended Forms 10-Q
for the quarters ended March 31, 2005 and June 30, 2005
will be filed to reflect the restatement. In
addition, the Company is completing its analysis of the impact of this adjustment on its financial
statements for the quarter ended September 30, 2005 and has
filed for an extension of time to file
its Form 10-Q for the quarter ended September 30, 2005.
The
Company’s audit committee was first informed by management of the error on November 11, 2005,
and the Company’s Chief Financial Officer and the audit committee have discussed the item with the
Company’s independent registered public accounting firm.